SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A01
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PETROLEUM HELICOPTERS, INC.
(Exact name of registrant as specified in its charter)
Louisiana 72-0395707
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2121 Airline Highway, Suite 400
Metairie, Louisiana 70001-5979
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Voting Common Stock, $.10 Par Value per Share
(Title of Class)
Non-Voting Common Stock, $.10 Par Value per Share
(Title of Class)
An exhibit index is located at Page 5 of this Registration Statement.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
General
The following description is qualified in its entirety by
reference to the Company's articles of incorporation (the
"Articles of Incorporation") and by-laws (the "By-laws"), and
applicable provisions of the Louisiana Business Corporation Law
(the "LBCL"). The Company is authorized by its Articles of
Incorporation to issue an aggregate of 12,500,000 shares of
voting common stock, par value $.10 per share (the "Voting Common
Stock"), 12,500,000 shares of non-voting common stock, par value
$.10 per share (the "Non-Voting Common Stock" and together with
the Voting Common Stock, the "Common Stock"), and 10,000,000
shares of preferred common stock, no par value per share (the
"Preferred Stock").
Preferred Stock
There are currently no shares of Preferred Stock
outstanding. The Board of Directors is authorized to amend the
Articles of Incorporation, without further action by the
Company's shareholders, to issue Preferred Stock from time to
time in one or more series and to fix, as to any such series, the
voting rights, if any, applicable to such series and such other
designations, preferences and special rights as the Board may
determine, including dividend, conversion, redemption and
liquidation rights and preferences.
Common Stock
Voting Rights. The Company has two types of Common Stock:
Voting Common Stock and Non-Voting Common Stock. With respect to
all matters submitted to a vote of the shareholders, the record
holders of the Voting Common Stock are entitled to one vote per
share. Except as may be otherwise required by the LBCL, holders
of the Non-Voting Common Stock have no voting rights. In all
respects other than voting rights, the Voting and Non-Voting
Shares are identical. The affirmative vote of the holders of a
majority of the total voting power of the corporation decides any
matter properly brought before a shareholders' meeting duly
organized for the transaction of business unless by express
provision of law or the Articles of Incorporation a different
percentage is required, in which case such express provision
shall govern.
Directors are elected by plurality vote. Accordingly, the
holders of more than 50% of the total voting power can, if they
choose to do so, elect all the directors. There is no cumulative
voting with respect to the election of directors.
A corporation that holds an operating certificate issued by
the Federal Aviation Administration is required to have a
required percentage of its voting interest owned or controlled by
United States citizens. Accordingly, the Articles of
Incorporation reduce the voting power of shares owned by non-
United States citizens if the total voting power held by such
persons would exceed one percent less than the percentage
permitted by the Federal Aviation Regulations, which is currently
25%. The Articles of Incorporation also establish certain
presumptions and authorize the Company to take certain procedural
actions designed to enhance the Company's ability to monitor and
ensure compliance with these requirements.
Dividend and Liquidation Rights. The record holders of
shares of the Common Stock are entitled to receive such dividends
and distributions as may be declared thereon by the Board of
Directors out of the Company's funds legally available therefor.
Upon liquidation or dissolution of the Company, whether voluntary
or involuntary, all of the holders of the Common Stock are
entitled to share ratably in the assets available for
distribution after payment of all prior obligations to the
Company, including liquidation preferences granted to any future
holders of the Preferred Stock.
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Transferability and Convertibility. The Common Stock and,
unless restricted by its terms, the Preferred Stock are freely
transferrable, subject to applicable security laws.
Preemptive Rights. The holders of the Common Stock do not
have any preemptive, subscription, conversion or redemption
rights, and are not subject to calls, assessments or rights of
redemption by the Company. The outstanding shares of the Common
Stock are duly authorized and issued, fully paid and non-
assessable.
Effect of Subsequent Issuances and of Dual Classes. The
Articles of Incorporation authorize the issuance of 12,500,000
shares of Voting Common Stock, 12,500,000 of Non-Voting Common
Stock and 10,000,000 shares of Preferred Stock. The Company's
Board of Directors has the power, without further shareholder
action, to issue shares of Non-Voting Common Stock, Voting Common
Stock and Preferred Stock and to fix the preferences, limitations
and relative rights as among the shares of Preferred Stock,
Voting Common Stock and Non-Voting Common Stock and to establish
and fix variations in the preferences, limitations and relative
rights as between different series of Preferred Stock.
The authorized and unissued shares of Common Stock and
Preferred Stock may be utilized for various purposes, including
possible future acquisitions. One of the effects of the
existence of authorized but unissued Common and Preferred Stock
may be to enable the Board of Directors to make more difficult or
to discourage an attempt to obtain control of the Company by
means of a merger, tender offer, proxy contest or otherwise, and
thereby to protect the continuity of the Company's management.
If, in the due exercise of its fiduciary obligations, the Board
of Directors were to determine that a takeover proposal was not
in the Company's best interest, such shares could be issued by
the Board of Directors without shareholder approval in one or
more transactions that might prevent or render more difficult or
costly the completion of the takeover transaction by diluting the
voting or other rights of the proposed acquiror or insurgent
shareholder group, by putting a substantial voting block in
institutional or other hands who might undertake to support the
position of the incumbent Board of Directors, by affecting an
acquisition that might complicate or preclude the takeover, or
otherwise.
Item 2. Debt Securities to be Registered
Not Applicable.
Item 3. Other Securities to be Registered
Not Applicable.
Item 4. Exhibits
3.1 Copy of Articles of Incorporation filed with the
Secretary of State of Louisiana on August 24, 1994
(incorporated by reference to Exhibit No. 3.1(i) of
the Company's Report on Form 10-Q for the quarterly
period ending October 31, 1994).
3.2 By-laws (incorporated by reference to Exhibit No.
3.1(ii) to the Company's Report on Form 10-Q for the
quarterly period ending October 31, 1994).
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
PETROLEUM HELICOPTERS, INC.
By: /s/ John H. Untereker
____________________________
John H. Untereker
Vice President and
Chief Financial Officer
Date: November 28, 1995
___________________________
